ex102.htm


    Exhibit
10.2

    


    Assignment and Assumption of Lease
Agreement

    


    This Assignment and Assumption of Lease
Agreement (the “Agreement”) is made as of June 26, 2008, between Lincoln Wind,
LLC, a Nebraska limited liability company (“Assignor”) and Max Engineering LLC,
a Texas limited liability company (“Assignee”).

    


    1.           Recitals.  Assignor
is the tenant in the Lease described in Paragraph 2 below.  Assignee
desires to become the tenant in such Lease, and Assignor is willing to permit
Assignee to do so.

    


    2.           Assignment.  For
value received, Assignor sells, as­signs, and transfers to Assignee, its
succes­sors and assigns, all of Assignor’s right, title, and interest in and
to the Lease between Tower Tech, LLC, an Iowa limited liability company
(“Landlord”), and Assignor, dated as of May 1, 2008, for the property located at
1416 State Street, Bettendorf, Iowa  52722 (the
“Premises”).

    


    3.           Assumption.  Assignee
accepts the foregoing assignment of the Lease and agrees to perform all of the
terms, covenants, conditions, and warranties to be performed under the Lease by
the Tenant from and after the date of this Assignment.

    


    4.           Indemnification.  Assignee
shall indemnify Assignor against and hold Assignor harmless from any and all
claims, demands, judgments, damages, actions, causes of actions, injuries,
administrative orders, consent agreements, and orders, liabilities or losses,
penalties, costs, and expenses of any kind whatsoever arising out of: (a) the
possession or occupancy of the Premises by Assignee or Assignee’s agents,
employees, contractors or invitees; (b) the conduct of Assignee’s business on
the Premises; (c) the breach or default of any of Tenant’s obligations under the
Lease; or (d) any activity, work, or things done, permitted, or suffered by
Assignee in or about the Premises.

    


    5.           Effect.  This
Agreement shall be binding on the parties and their successors and
assigns.

    


    Signed as of the date stated in the
introductory paragraph.

     

     

    
      
        	      
                Assignor:

              	 	      
                Assignee:

              	 
	 	 	 	 	 	 
	      
                Lincoln
      Wind, LLC

              	 	      
                Max
      Engineering LLC

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	
                /s/MATTHEW
      CUMBERWORTH 

              	 	By: 	
                /s/
      ANDREW HIDALGO

              	 
	 	
                Matthew
      Cumberworth, Manager

              	 	 	
                Andrew
      Hidalgo, Director

              	 
	 	
                 

              	 	 	
                 

              	 


      

       

      
        
           

        

        
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    LANDLORD'S
CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE

    


    The
undersigned (“Landlord”) is a party to a certain Business Property Lease dated
as of May 1, 2008 (the “Lease”), between the undersigned as landlord and Lincoln
Wind, LLC, a Nebraska limited liability company (“Tenant”), as
tenant.

    


    Tenant
desires to assign its right, title, and interest in and to the Lease pursuant to
Paragraph 9 thereof by execution of an Assignment and Assumption of Lease
Agreement (the “Agreement”) of even date herewith.

    


    The
undersigned hereby consents to the assignment of the lease by the Tenant as
required by the Lease upon the terms and conditions set forth in the
Agreement.

    


    Dated as
of June 26, 2008.

    


     

     

     

    
      
        	 	Landlord:	 
	 	 	 
	 	Tower Tech,
      LLC	 
	 	 	 	 
	 	
                By:
      

              	/s/ MATTHEW
      CUMBERWORTH	 
	 	 	Matthew
      Cumberworth, Manager	 
	 	 	 	 
	 	 	 	 


      



     

    


     

    


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